Exhibit 10.1





 


AmerisourceBergen Corporation 2022 Omnibus Incentive
Plan


 


	1. 	Purpose.   This AmerisourceBergen Corporation 2022 Omnibus Incentive Plan (the “Plan”),
  is adopted by the Board of Directors of AmerisourceBergen Corporation (the “Company”) subject to stockholder approval
  of the Plan at the 2022 Annual Meeting of Stockholders (the “Effective Date”) and shall become effective upon such
  approval. The purpose of the Plan is to provide designated employees, non-employee directors, independent contractors and consultants
  of the Company and its parent and subsidiaries with the opportunity to receive grants of stock-based awards as provided in the Plan.
  The Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby benefiting
  the Company’s stockholders, and will align the economic interests of the participants with those of the stockholders. The Plan
  is the successor to the AmerisourceBergen Corporation Omnibus Incentive Plan, which was effective as of March 6, 2014 (the “2014
  Plan”). No awards will be granted under the 2014 Plan after the Effective Date.




	 	 
	2.	Definitions.   For purposes
of the Plan, the following terms shall be defined as follows:




 


“Administrator” means the particular entity, whether
the Compensation Committee, the Board, the Secondary Board Committee or other committee of two (2) or more non-employee Board members
specified in Section 3(a), which is authorized to administer the Plan with respect to one or more classes of Eligible Individuals,
to the extent such entity is carrying out its administrative functions under the Plan with respect to the persons under its jurisdiction.


 


“Award” means an award made pursuant
to the terms of the Plan to an Eligible Individual in the form of Stock Options, Stock Appreciation Rights, Stock Awards, Restricted
Stock Unit Awards, Dividend Equivalent Awards or other awards determined by the Administrator.


 


“Award Agreement” means a written
agreement or certificate granting an Award.


 


“Board” means the Board of Directors
of the Company.


 


“Cause” means a determination by
the Administrator that any of the following has occurred: (i) commission of any act of fraud, embezzlement; (ii) a material
breach of any nonsolicitation, noncompetition or invention assignment provisions in an agreement between the Participant and the Company
(or any Parent or Subsidiary), including nonsolicitation, noncompetition or invention assignment provisions in the applicable Award Agreement;
(iii) any unauthorized use or disclosure of confidential information or trade secrets of the Company (or any of its affiliated corporations);
(iv) any other willful misconduct adversely affecting the business or affairs of the Company (or any its affiliated corporations);
or (v) material failure to comply with the Company’s code of conduct or employment policies; provided, however, if 
 “Cause” is defined in an employment or other written agreement between the Company (or any Parent or Subsidiary) and the
Participant, then Cause shall have the meaning assigned to such term in such employment or other agreement.


 


“Change in Control” shall be deemed
to have occurred if:


 


	 	 	i. 	Any “person” ​(as such term is used
in Sections 13(d) and 14(d) of the Exchange Act) is or becomes a “beneficial owner” ​(as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company representing more than 35% of the voting power of the then
outstanding securities of the Company, and such person owns more aggregate voting power of the Company’s then outstanding securities
entitled to vote generally in the election of directors than any other person;
	 	 	 	 
	 	 	ii.	The consummation of  (x) a merger or consolidation
of the Company with another corporation where the stockholders of the Company, immediately prior to the merger or consolidation, will
not beneficially own, immediately after the merger or consolidation, shares entitling such stockholders to 50% or more of all votes to
which all stockholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors
by a separate class vote), (y) a sale or other disposition of all or substantially all of the assets of the Company, or (z) a
liquidation or dissolution of the Company; or



  






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	 	 	iii.	A change in the composition of the Board over a period
of twelve (12) consecutive months or less such that a majority of the Board members ceases to be comprised of individuals who either
(A) have been Board members continuously since the beginning of such period (“Incumbent Directors”) or (B) have
been elected or nominated for election as Board members during such period by at least two-thirds of the Incumbent Directors who were
still in office at the time the Board approved such election or nomination; provided that any individual who becomes a Board member subsequent
to the beginning of such period and whose election or nomination was approved by two-thirds of the Board members then comprising the
Incumbent Directors will be considered an Incumbent Director.



 


“Code” means the Internal Revenue
Code of 1986, as amended, and the applicable rulings and regulations thereunder.


 


“Common Stock” means the common
stock of the Company.


 


“Compensation Committee” means
the Compensation and Succession Planning Committee of the Board, which shall at all relevant times be comprised solely of two (2) or
more non-employee Board members, each of whom is intended to qualify as a “non-employee director” ​(as defined in Rule 16b-3
under the Exchange Act) and an “independent director” under the rules of any securities exchange or automated quotation system
on which the Common Stock is then listed, quoted or traded; provided that any action taken by the Compensation Committee shall be valid
and effective, whether or not one or more members of the Compensation Committee at the time of such action are later determined not to
have satisfied the requirements for membership set forth in this definition or otherwise provided in the charter of the Compensation
Committee.


 


“Dividend Equivalent Award” means
an Award to receive dividend equivalents granted to an Eligible Individual pursuant to Section 12 hereof.


 


“Eligible Individuals” means the
individuals described in Section 6 who are eligible for Awards under the Plan.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the applicable rulings and regulations thereunder.


 


“Fair Market Value” shall be determined
as follows:


 


	 	 	i.	If the Common Stock is publicly traded, then the Fair
Market Value per share of Common Stock shall be determined as follows: (x) if the principal trading market for the Common Stock
is a national securities exchange, the closing selling price per share at the close of regular hours of trading on the relevant date
(or, if the relevant date is not a day in which the Common Stock is being traded, then the next day in which the Common Stock is being
traded after the relevant date), or (y) if the Common Stock is not principally traded on such exchange, the mean between the last
reported “bid” and “asked” prices of shares of Common Stock on the relevant date (or, if the relevant date is
not a date upon which a sale was reported, then the next day in which the Common Stock is being traded after the relevant date).
	 	 	 	 
	 	 	ii.	If the Common Stock is not publicly traded or, if
publicly traded, is not subject to reported transactions or “bid” or “asked” quotations as set forth above, the
Fair Market Value per share shall be as determined by the Administrator.



 


“Family Member” means, with respect to a particular
Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships.


 


“Full Value Award” means an Award
other than a Stock Option, Stock Appreciation Right or other Award for which the Participant pays the intrinsic value (whether directly
or by forgoing a right to receive a payment from the Company).


 


“Parent” means any corporation
that is a “parent corporation” within the meaning of Section 424(e) of the Code with respect to the Company.


 


“Participant” means an Eligible
Individual to whom an Award has been granted under the Plan.


 






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“Performance Goals” means any of the following
performance criteria upon which the vesting of one or more Awards under the Plan may be based, or such other performance criteria as
the Administrator may specify: (i) cash flow (including net cash flow, cash flow from operations, free cash flow (i.e. cash
flow from operations less​ capital expenditures), cash flow from investing activities and cash flow from financing
activities); (ii) earnings (including total earnings, earnings from operations, gross profit, gross margin, earnings before
interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation, amortization and charges for stock-based
compensation, earnings before interest, taxes, depreciation and amortization, and net earnings); (iii) income from continuing
operations, income from continuing operations before taxes, income from continuing operations before taxes and interest, income from
continuing operations before taxes, interest, depreciation and amortization, income from continuing operations before special items
(including warrant expense, LIFO charges, employee severance, litigation expenses, deal amortization and other expenses, all net of
taxes); (iv) earnings per share and earnings per share from continuing operations, diluted or basic; (v) growth in
earnings or earnings per share, diluted or basic; (vi) stock price; (vii) return on equity or average stockholder equity;
(viii) total stockholder return or growth in total stockholder return either directly or in relation to a comparative group;
(ix) return on capital; (x) return on assets or net assets; (xi) net asset turnover or change in assets;
(xii) capital expenditures; (xiii) invested capital, return on capital or return on committed or invested capital;
(xiv) revenue, growth in revenue or return on sales; (xv) income or net income; (xvi) operating income, net operating
income or net operating income after tax; (xvii) operating profit or net operating profit; (xviii) gross or operating margin;
(xix) profitability by product or program line, business unit, or segment; (xx) return on operating revenue or return on
operating profit; (xxi) distribution, selling, general and/or administrative expenses; (xxii) operating expenses; (xxiii)
operating expenses as a percentage of revenue; (xxiv) overhead or other expense reduction; (xxv) dividend payment
yield or dividend payout ratio; (xxvi) net or gross sales; (xxvii) days sales outstanding; (xxviii) days inventory on
hand; (xxix) inventory turnover; (xxx) economic value added; (xxxi) cost of capital; (xxxii) litigation and
regulatory resolution goals; (xxxiii) budget comparisons; (xxxiv) productivity; (xxxv) growth in stockholder value
relative to the growth of the S&P 500 or S&P 500 Index, the S&P Global Industry Classification Standards
(“GICS”) or GICS Index, or another peer group or peer group index; (xxxvi) debt or debt reduction; (xxxvii) credit
rating; (xxxviii) development and implementation of key projects, strategic plans and/or organizational restructuring goals; (xxxix)
performance achievements on certain designated projects or objectives; (xl) development and implementation of risk and crisis
management programs; improvement in workforce diversity; (xli) productivity goals; (xlii) workforce management and succession
planning goals; (xliii) measures of customer satisfaction, employee satisfaction, employee retention or staff development; (xliv)
development or marketing collaborations, formations of joint ventures or partnerships or the completion of other similar
transactions intended to enhance the Company’s revenue or profitability or enhance its customer base; (xlv) merger and
acquisitions; (xlvi) measures of market share; (xlvii) maintenance of an investment grade rating; (xlviii) buy-side margin or
other specific financial criteria related to inventory purchasing; (xlix) regulatory compliance; (l) specific diversity and/or
succession goals or implementation; and (li) other similar criteria consistent with the foregoing.


 


Such performance criteria may be based upon the attainment
of specified levels of the Company’s performance under one or more of the measures described above relative to the performance
of other entities, on the performance of any of the Company’s business units or divisions or any Parent or Subsidiary and
on an adjusted or non-adjusted basis. Each applicable Performance Goal may include a minimum threshold level of performance below which
no Award will be earned, levels of performance at which specified portions of an Award will be earned and a maximum level of performance
at which an Award will be fully earned. Each applicable performance goal may be appropriately adjusted as the Administrator deems appropriate,
including for the following items: (A) asset impairments or write-downs; (B) litigation judgments or claim settlements; (C) the
effect of changes in tax law, accounting principles or other such laws, regulations or provisions affecting reported results; (D) accruals
for reorganization and restructuring programs; (E) any unusual or infrequently occurring items; (F) the operations of any business
acquired by the Company; (G) severance, contract termination and other costs related to exiting certain business activities, discontinued
operations or the divestiture of one or more business operations; (H) currency fluctuations; (I) non-cash items, such as amortization,
depreciation or reserves; (J) any recapitalization, merger, consolidation, spin-off, split-up, combination, liquidation, dissolution,
sale of assets or other similar corporate transaction; (K) gains or losses from the early extinguishment of debt; (L) stock
dividend or stock split; (M) items relating to major licensing or partnership arrangements; and (N) any other adjustment consistent
with the operation of the Plan.


 


“Restricted Stock Unit” means a
Common Stock-equivalent unit granted to an Eligible Individual pursuant to Section 11 hereof.


 


“Secondary Board Committee” shall
mean a committee of one or more Board members appointed by the Board to administer the Plan with respect to Eligible Individuals who
are not subject to the reporting rules under Section 16(a) of the Exchange Act.


 


“Securities Act” means the Securities
Act of 1933, as amended, and the applicable rulings and regulations thereunder.


  






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“Service” means the performance of services for the Company
(or any Parent or Subsidiary, whether now existing or subsequently established) by a person in the capacity of an employee, a non-employee
member of the Board of directors or a consultant or independent advisor, except to the extent otherwise specifically provided in the
Award Agreement. For purposes of the Plan, a Participant shall be deemed to cease Service immediately upon the occurrence of either of
the following events: (i) the Participant no longer performs services in any of the foregoing capacities for the Company or any
Parent or Subsidiary or (ii) the entity for which the Participant is performing such services ceases to remain a Parent or Subsidiary
of the Company, even though the Participant may subsequently continue to perform services for that entity. Service shall not be deemed
to cease during a period of military leave, sick leave or other personal leave approved by the Company. Except to the extent otherwise
required by law or expressly authorized by the Administrator or by the Company’s written policy on leaves of absence, no Service
credit shall be given for vesting purposes for any period the Participant is on a leave of absence.


 


“Stock Appreciation Right” means
an Award to receive all or some portion of the appreciation on shares of Common Stock granted to an Eligible Individual pursuant to Section 9
hereof.


 


“Stock Award” means an Award of
shares of Common Stock granted to an Eligible Individual pursuant to Section 10 hereof.


 


“Stock Option” means an Award to
purchase shares of Common Stock granted to an Eligible Individual pursuant to Section 8 hereof. No Stock Option is intended to qualify
as an “incentive stock option” within the meaning of Section 422 of the Code.


 


“Subsidiary” means any corporation
or other entity in which the Company, directly or indirectly, has an equity or similar interest and which the Administrator designates
as a Subsidiary for the purposes of the Plan.


 


“Substitute Award” means an Award
granted upon assumption of, or in substitution for, outstanding awards previously granted by a company or other entity in connection
with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock.


 


“Voluntary Retirement” means any
voluntary termination of employment by a Participant after reaching age fifty-five (55), where the Participant’s age plus years
of continuous employment with the Company and/or its Parent or Subsidiaries equals at least sixty-five (65).


 


3.    Administration of the Plan.


 


	 	a.	Administration.   The Compensation Committee (whether acting directly or through a subcommittee of two (2) or
  more members thereof) shall have sole and exclusive authority to administer the Plan with respect to Eligible Individuals who are subject
  to the reporting rules under Section 16(a) of the Exchange Act; provided that the Board may retain the power to administer the
  Plan with respect to such Eligible Individuals in its discretion, and provided further that the Board may delegate to another committee
  of two (2) or more non-employee Board members, each of whom is intended to qualify as a “non-employee director” ​(as
  defined in Rule 16b-3 under the Exchange Act), the authority to administer the Plan with respect to non-employee directors. Administration
  of the Plan with respect to all other Eligible Individuals and other Awards may, at the Board’s discretion, be vested in the
  Compensation Committee or a Secondary Board Committee, or the Board may retain the power to administer those programs with respect
  to such persons and awards.
	 	 	 
	 	b.	Power and Authority of the Administrator.   Each Administrator shall, within the scope of its administrative
  functions under Plan, have full power and discretionary authority, subject to the express provisions hereof, (i) to select Participants
  from the Eligible Individuals; (ii) to make Awards in accordance with the Plan; (iii) to determine the number of shares of
  Common Stock subject to each Award and the cash amount (if any) payable in connection with an Award; (iv) subject to the limitation
  set forth in Section 7(b), to determine the terms and conditions of each Award, including, without limitation, those related to
  vesting, forfeiture, payment and exercisability (and whether terms of any vesting or exercise will be based upon the achievement of
  specific Performance Goals), and the effect, if any, of a Participant’s termination of Service or, subject to Section 18,
  the effect, if any, of a Change in Control on the outstanding Awards granted to a Participant; (v) to determine the amounts payable
  based on attainment of Performance Goals, including discretion to make such adjustments (positive or negative) to the amounts payable
  as the Administrator deems appropriate and in the best interests of the Company; (vi) to amend the terms and conditions of an
  Award after the granting thereof to a Participant (including accelerating the exercisability, vesting or payment of an Award and/or
  extending the period of time for which a Stock Option or Stock Appreciation Right is to remain exercisable following the Participant’s
  cessation of Service) ; (vii) to provide in an Award Agreement for forfeiture of all or part of an Award, whether or not such
  Award has become exercisable, nonforfeitable or earned or has previously been exercised, as the case may be, and to determine the terms
  and conditions of such forfeiture, which terms and conditions may include, but are not limited to, non-competition and non-solicitation
  requirements and/or conditions requiring the repayment to the Company of the vested and/or previously exercised portion of any Award;
  (viii) to take any action pursuant to its authority under a Policy (as defined in Section 14(a)) with respect to any Awards
  granted hereunder; (ix) to specify and approve the provisions of the Award Agreements delivered to Participants in connection
  with their Awards; (x) to interpret any Award Agreement delivered under the Plan, (xi) to prescribe, amend and rescind such
  rules and procedures as it deems necessary or advisable for the proper administration of the Plan, including adopting subplans to the
  Plan or special terms for Awards granted to Eligible Individuals in countries outside the United States; (xii) to vary the terms
  of Awards to take account of tax, securities law and other regulatory requirements of various states or foreign jurisdictions; (xiii) subject
  to Section 3(e), to delegate to one or more officers of the Company some or all of its authority under the Plan, and (xiv) to
  make all other determinations and to formulate such procedures as may be necessary or advisable for the administration of the Plan.



 









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	 	c.	Plan Construction and Interpretation.   The Administrator shall have full power and authority, subject
  to the express provisions hereof, to construe and interpret the Plan.
	 	 	 
	 	d.	Determinations of Administrator Final and Binding.   All determinations made by the Administrator in carrying
  out and administering the Plan and in construing and interpreting the Plan shall be final, binding and conclusive for all purposes
  and upon all persons interested herein. All Awards shall be made conditional upon the Participant’s acknowledgment, by acceptance
  of the Award (whether electronic or otherwise), that all decisions and determinations of the Administrator shall be final and binding
  on the Participant, the Participant’s beneficiaries and any other person having or claiming an interest under such Award.
	 	 	 
	 	e.	Delegation of Authority.   To
the maximum extent permitted by law, the Board or the Compensation Committee may from time to time delegate some or all of its authority
under the Plan to one or more officers of the Company; provided, however, that in no event shall such officer or officers be delegated
any authority to grant Awards to, or amend or make determinations with respect to Awards held by, Eligible Individuals who, at such time,
are (i) subject to the reporting rules under Section 16(a) of the Exchange Act, or (ii) officers of the Company who are
delegated authority pursuant to this Section 3(e). Any delegation hereunder shall be subject to the restrictions and limits
that the Board or the Compensation Committee specifies at the time of such delegation or thereafter. The Board or the Compensation
Committee may at any time rescind the authority delegated to a delegatee appointed hereunder or appoint a new delegatee. At all
times, a delegatee appointed under this Section 3(e) shall serve in such capacity at the pleasure of the body that appointed such
delegatee. Any action undertaken by the delegatee in accordance with the Board’s or the Compensation Committee’s delegation
of authority shall have the same force and effect as if undertaken directly by the Board or the Compensation Committee, respectively,
and any reference in the Plan to the Board or the Compensation Committee shall, to the extent consistent with the terms and limitations
of such delegation, be deemed to include a reference to the delegatee.
	 	 	 
	 	f.	Indemnification.   To the extent
allowable pursuant to applicable law, each member of the Board and each officer to whom authority is delegated under Section 3(e)
(each such person, and “indemnitee”) shall be indemnified and held harmless by the Company from any loss, cost, liability,
or expense that may be imposed upon or reasonably incurred by such individual in connection with or resulting from any claim, action,
suit, or proceeding to which the indemnitee may be a party or in which the indemnitee may be involved by reason of any action or failure
to act pursuant to the Plan and against and from any and all amounts paid by the indemnitee in satisfaction of judgment in such action,
suit, or proceeding against the indemnitee; provided that the indemnitee gives the Company an opportunity, at its own expense, to handle
and defend the same before the indemnitee undertakes to handle and defend it on the indemnitee’s own behalf. The foregoing right
of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the
Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.



 






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	4.	Duration of Plan.   The Plan
shall remain in effect until terminated by the Board and thereafter until all Awards granted under the Plan are satisfied by the issuance
of shares of Common Stock or the payment of cash or are terminated under the terms of the Plan or under the Award Agreement entered into
in connection with the grant thereof. Notwithstanding the foregoing, no Awards may be granted under the Plan after March 9, 2032.
	 	 
	5.	Shares of Stock Subject to the Plan and Award Limitations.



 


	 	a. 	Share Reserve.   Subject to
adjustment as provided in Section 17(b), the number of shares of Common Stock that may be issued under the Plan pursuant to
Awards made on or after the Effective Date shall not exceed, in the aggregate, 22,750,000 shares. In addition, any shares of Common
Stock that remained available for awards under the 2014 Plan as of the Effective Date, and any shares of Common Stock subject to
outstanding awards under the 2014 Plan as of the Effective Date that are payable in shares and that expire, are forfeited or are
otherwise terminated without having been exercised, vested or settled in full, as applicable, on or after the Effective Date,
subject to adjustment provided in 17(b) below (“2014 Plan Shares”), may be issued with respect to Awards
under this Plan. The aggregate number of shares reserved for issuance under this Plan as of the Effective Date, including such 2014
Plan Shares, is referred to as the (“2022 Plan Reserve”). Shares issued under the Plan may be either
authorized but unissued shares, treasury shares or any combination thereof.



 


For purposes of determining the number of shares that
remain available for issuance under the Plan and subject to adjustment as provided in Section 17(b), the following rules shall apply:


 


	 	 	i.	the 2022 Plan Reserve shall be reduced on a one-for-one
basis for each share of Common Stock subject to an Award other than a Full Value Award and by a fixed ratio of 3.00 shares of Common
Stock for each share of Common Stock subject to a Full Value Award;
	 	 	 	 
	 	 	ii.	the 2022 Plan Reserve shall be increased by one
share for each share of Common Stock subject to an Award other than a Full Value Award that expires or is forfeited or otherwise terminated
without the issuance of such shares or is settled by the delivery of consideration other than shares of Common Stock and by 3.00 shares
for each share of Common Stock subject to a Full Value Award that expires or is forfeited or otherwise terminated without the issuance
of such shares or is settled by the delivery of consideration other than shares of Common Stock;
	 	 	 	 
	 	 	iii.	the 2022 Plan Reserve shall be increased by 3.00
shares for each unvested share of Common Stock repurchased or forfeited under a Stock Award;
	 	 	 	 
	 	 	iv.	the 2022 Plan Reserve shall be increased by one share for each
share of Common Stock subject to a stock option granted under the 2014 Plan that expires or is forfeited or otherwise terminates without
the issuance of such shares or is settled by the delivery of consideration other than shares of Common Stock and by 3.25 shares for each
share of Common Stock subject to a full value award granted under the 2014 Plan that expires or is forfeited or otherwise terminates
without the issuance of such shares or is settled by the delivery of consideration other than shares of Common Stock; and
	 	 	 	 
	 	 	v.	the 2022 Plan Reserve shall not be increased
by:



 


	 	 	 	(A)	the number of shares of Common Stock tendered to pay
the exercise price of, or to satisfy a Participant’s tax withholding obligations with respect to, a Stock Option or other Award,
	 	 	 	 	 
	 	 	 	(B)	the number of shares of Common Stock withheld from
any Award to satisfy a Participant’s tax withholding obligations or, if applicable, to pay the exercise price of a Stock Option
or other Award,
	 	 	 	 	 
	 	 	 	(C)	the number of shares of Common Stock subject to a
Stock Appreciation Right that are not issued in connection with the settlement of the Stock Appreciation Right on exercise thereof; and
	 	 	 	 	 
	 	 	 	(D)	shares of Common Stock purchased on the open market
with the cash proceeds from the exercise of Stock Options.



 









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In addition, any shares of Common Stock underlying Substitute Awards
shall not be counted against the 2022 Plan Reserve.


 


		b.	Limitation on Awards.   Subject
                                            to adjustment as provided in Section 17(b),



 


		i.	the maximum aggregate
                                            number of shares of Common Stock with respect to which Awards (whether settled in cash or
                                            shares of Common Stock) may be granted to any Participant (other than a non-employee director)
                                            during any fiscal year of the Company under the Plan shall be 3,000,000; and
	 	 	 
		ii.	the maximum grant date
                                            value of shares subject to Awards granted to any non-employee director during any fiscal
                                            year of the Company under the Plan, taken together with any cash fees payable to such non-employee
                                            director for services rendered as a non-employee director during the fiscal year, shall not
                                            exceed $800,000 in total value. For purposes of this limit, the value of such Awards shall
                                            be calculated based on the grant date fair value of such Awards for financial reporting purposes.



 


​For purposes of this Section 5(b), each share of Common
Stock subject to an Award (including a Full Value Award) shall be counted as one share against the Award limits set forth above.


 


		6.	Eligible Individuals.   Awards
                                            may be granted by the Administrator to individuals (“Eligible Individuals”)
                                            who are officers or other employees, non-employee directors, independent contractors or consultants
                                            of the Company (or a Parent or Subsidiary) with the potential to contribute to the future
                                            success of the Company or its Parents or Subsidiaries. An individual’s status as a
                                            member of the Board, the Compensation Committee or any Secondary Board Committee or an officer
                                            to whom authority is delegated under Section 3(e) shall not affect the individual’s
                                            eligibility to participate in the Plan.
	 	 	 
		7.	Awards.



 


		a.	Awards Generally.   Awards
                                            under the Plan may consist of Stock Options, Stock Appreciation Rights, Stock Awards, Restricted
                                            Stock Unit Awards, Dividend Equivalent Awards or other awards determined by the Administrator.
                                            The terms and provisions of an Award shall be set forth in a written Award Agreement approved
                                            by the Administrator.



 


		b.	Vesting Restrictions.   Notwithstanding
                                            the generality of the foregoing, Awards made under the Plan shall include regular vesting
                                            schedules under which no portion of an Award may vest or become exercisable in less than
                                            one year from the date of grant; provided however that, subject to any adjustments as described
                                            below and without regard to the fungible share counting ratios set forth in Section 5(a),
                                            up to 5% of shares subject to the 2022 Plan Reserve may be granted without regard to
                                            this minimum vesting requirement.



​ 


		8.	Stock Options.



​ 


		a.	Terms of Stock Options
                                            Generally.   Subject to the terms of the Plan and the applicable Award
                                            Agreement, each Stock Option shall entitle the Participant to whom such Stock Option was
                                            granted to purchase the number of shares of Common Stock specified in the applicable Award
                                            Agreement and shall be subject to the terms and conditions established by the Administrator
                                            in connection with the Award and specified in the applicable Award Agreement, including,
                                            without limitation, whether the Stock Option will vest and become exercisable based upon
                                            the achievement of specific Performance Goals. Upon satisfaction of the conditions
                                            to exercisability specified in the applicable Award Agreement, a Participant shall be entitled
                                            to exercise the Stock Option in whole or in part and to receive, upon satisfaction or payment
                                            of the exercise price or an irrevocable notice of exercise in the manner contemplated by
                                            Section 8(e) below, the number of shares of Common Stock in respect of which the Stock
                                            Option shall have been exercised.
	 	 	 
		b.	Exercise Price.   The exercise price
                                            per share of Common Stock purchasable under a Stock Option shall be determined by the Administrator
                                            at the time of grant and set forth in the Award Agreement; provided, however, that the exercise
                                            price per share shall be no less than 100% of the Fair Market Value per share on the date
                                            of grant. Notwithstanding the foregoing, the exercise price per share of a Stock Option
                                            that is a Substitute Award may be less than the Fair Market Value per share on the date of
                                            award, provided the requirements of Treas. Reg. § 1.409A-1(b)(5)(v)(D) are met.



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		c.	Option Term.   The
                                            term of each Stock Option shall be fixed by the Administrator and set forth in the Award
                                            Agreement; provided, however, that a Stock Option shall not be exercisable after the expiration
                                            of ten (10) years from the date the Stock Option is granted.



​ 


		d.	Effect of Termination
                                            of Service.    The following provisions shall govern the exercise of any
                                            Stock Options that are outstanding at the time of the Participant’s cessation of Service:



​ 


		i.	 Any Stock Option
                                            outstanding at the time of the Participant’s cessation of Service for any reason shall
                                            remain exercisable for such period of time thereafter as shall be determined by the Administrator
                                            and set forth in the Award Agreement, but no such Stock Option shall be exercisable after
                                            the expiration of the option term.
	 	 	 
		ii.	Any Stock Option held by the Participant at the time of
                                            the Participant’s death and exercisable in whole or in part at that time may be subsequently
                                            exercised by the personal representative of the Participant’s estate or by the person
                                            or persons to whom the Stock Option is transferred pursuant to the Participant’s will
                                            or the laws of inheritance or by the Participant’s designated beneficiary or beneficiaries
                                            of that Stock Option.
	 	 	 
		iii.	Should the Participant’s Service be terminated for
                                            Cause or should the Participant otherwise engage in conduct constituting grounds for a termination
                                            for Cause while holding one or more outstanding Stock Options, then all of the Participant’s
                                            outstanding Stock Options shall terminate immediately and cease to be outstanding.
	 	 	 
		iv.	During the applicable post-service exercise period, the
                                            Stock Option may not be exercised in the aggregate for more than the number of vested shares
                                            of Common Stock for which the Stock Option is at the time exercisable. No additional Stock
                                            Options shall vest following the Participant’s cessation of Service, except to the
                                            extent (if any) specifically authorized by the Administrator in its sole discretion pursuant
                                            to an express written agreement with the Participant. Upon the expiration of the applicable
                                            exercise period or (if earlier) upon the expiration of the option term, the Stock Option
                                            shall terminate and cease to be outstanding for any shares for which the Stock Option has
                                            not been exercised.



 


The Administrator shall have complete discretion, exercisable either
at the time a Stock Option is granted or at any time while the Stock Option remains outstanding, to:


 


		i.	extend the period of
                                            time for which the Stock Option is to remain exercisable following the Participant’s
                                            cessation of Service from the limited exercise period otherwise in effect for that Stock
                                            Option to such greater period of time as the Administrator shall deem appropriate, but in
                                            no event beyond the expiration of the option term,
	 	 	 
		ii.	include an automatic extension provision whereby the specified
                                            post-service exercise period in effect for any Stock Option shall automatically be extended
                                            by an additional period of time equal in duration to any interval within the specified post-service
                                            exercise period during which the exercise of that Stock Option or the immediate sale of the
                                            shares acquired under such Stock Option could not be effected in compliance with the applicable
                                            registration requirements of federal and state securities laws, but in no event shall such
                                            an extension result in the continuation of such Stock Option beyond the expiration date of
                                            the term of that option, and/or
	 	 	 
		iii.	permit the Stock Option to be exercised, during the applicable
                                            post-service exercise period, not only with respect to the number of vested shares of Common
                                            Stock for which such Stock Option is exercisable at the time of the Participant’s cessation
                                            of Service but also with respect to one or more additional installments in which the Participant
                                            would have vested had the Participant continued in Service.



 


	 	e.	Payment of Exercise Price.   Subject to the provisions
                              of the applicable Award Agreement, the exercise price of a Stock Option may be paid in one or more of the
                              following forms:



​ 


		i.	cash or check made payable
                                            to the Company;
	 	 	 
		ii.	previously owned shares of Common Stock (whether delivered
                                            in the form of actual stock certificates or through attestation of ownership) held for the
                                            requisite period (if any) necessary to avoid any resulting charge to the Company’s
                                            earnings for financial reporting purposes and valued at Fair Market Value on the exercise
                                            date;



​  



    8


     


    








 


		iii.	through the withholding
                                            of shares subject to the Stock Option with a Fair Market Value on the date of exercise equal
                                            to the aggregate exercise price; or
	 	 	 
		iv.	through a “cashless
                                            exercise” procedure which is approved by the Company involving a brokerage firm (reasonably
                                            satisfactory to the Company for purposes of administering such procedure in compliance with
                                            the Company’s pre-clearance/pre-notification policies) thereby affording Participants
                                            the opportunity to sell immediately some or all of the shares underlying the exercised portion
                                            of the Stock Option in order to generate sufficient cash to pay the Stock Option exercise
                                            price and to satisfy withholding tax obligations related to the Stock Option.



​ 


		9.	Stock Appreciation
                                            Rights.   Stock Appreciation Rights shall be subject to the terms and
                                            conditions of the Plan and those established by the Administrator in connection with the
                                            award thereof and specified in the applicable Award Agreement, including, without limitation,
                                            whether the Stock Appreciation Rights will vest and become exercisable based upon the achievement
                                            of specific Performance Goals; provided, however, that the exercise price per share of Common
                                            Stock subject to a Stock Appreciation Right shall be no less than 100% of the Fair Market
                                            Value per share on the date of grant and the Stock Appreciation Right shall not be exercisable
                                            after the expiration of ten (10) years measured from the grant date. Subject to the provisions
                                            of Section 14, the exercise of a Stock Appreciation Right shall entitle a Participant
                                            to an amount, if any, equal to the Fair Market Value of a share of Common Stock on the date
                                            of exercise over the Stock Appreciation Right exercise price specified in the applicable
                                            Award Agreement. At the discretion of the Administrator, payments to a Participant
                                            upon exercise of a Stock Appreciation Right may be made in shares of Common Stock, cash or
                                            a combination thereof. A Stock Appreciation Right may be granted alone or in addition
                                            to other Awards, or in tandem with a Stock Option. If granted in tandem with a Stock
                                            Option, a Stock Appreciation Right shall cover the same number of shares of Common Stock
                                            as covered by the Stock Option (or such lesser number of shares as the Administrator may
                                            determine) and shall be exercisable only at such time or times and to the extent the related
                                            Stock Option shall be exercisable, and shall have the same term and exercise price as the
                                            related Stock Option. Upon exercise of a Stock Appreciation Right granted in tandem
                                            with a Stock Option, the related Stock Option shall be canceled automatically to the extent
                                            of the number of shares covered by such exercise; conversely, if the related Stock Option
                                            is exercised as to some or all of the shares covered by the tandem grant, the tandem Stock
                                            Appreciation Right shall be canceled automatically to the extent of the number of shares
                                            covered by the Stock Option exercised. The provisions governing the exercise of Stock Appreciation
                                            Rights following the cessation of the Participant’s Service shall be substantially
                                            the same as set forth in Section 8(d) for Stock Options granted under the Plan.
	 	 	 
		10.	Stock Awards.   Stock
                                            Awards shall consist of one or more shares of Common Stock granted to an Eligible Individual,
                                            and shall be subject to the terms and conditions of the Plan and those established by the
                                            Administrator in connection with the Award and specified in the applicable Award Agreement.
                                            Stock Awards may be issued for cash or no cash consideration and as fully vested shares or
                                            subject to vesting conditions as determined by the Administrator, including, without limitation,
                                            whether the Stock Awards will vest based upon the achievement of specific Performance Goals.
                                            Notwithstanding anything to the contrary however, the Administrator shall be permitted to
                                            waive any vesting conditions applicable to any Stock Award. Except as otherwise provided
                                            in the applicable Award Agreement, a Participant shall have all the rights of a stockholder
                                            with respect to any shares of Common Stock issued to the Participant under a Stock Award,
                                            whether or not the Participant’s interest in those shares is vested; provided however,
                                            that no dividends on a Stock Award shall vest and be payable until the underlying Stock Award
                                            vests. Accrued dividends will not accrue interest.
	 	 	 
		11.	Restricted Stock Units.   The
                                            Administrator may from time to time grant Awards to Eligible Individuals denominated in Common
                                            Stock-equivalent units in such amounts and upon such terms and conditions set forth
                                            in the Plan and as the Administrator shall determine and as set forth in an applicable Award
                                            Agreement, including, without limitation, whether the Restricted Stock Units will vest based
                                            upon the achievement of specific Performance Goals. Notwithstanding anything to the contrary
                                            however, the Administrator shall be permitted to waive any vesting conditions applicable
                                            to any Restricted Stock Unit Award. Restricted Stock Units granted to a Participant
                                            shall be credited to a bookkeeping reserve account solely for accounting purposes and shall
                                            not require a segregation of any of the Company’s assets. An Award of Restricted
                                            Stock Units may be settled in shares of Common Stock, cash, or in any combination of Common
                                            Stock and cash as the Administrator shall determine. Except as otherwise provided in the
                                            applicable Award Agreement, the Participant shall not have the rights of a stockholder with
                                            respect to any Common Stock represented by a Restricted Stock Unit. However, Dividend Equivalents
                                            may be paid or credited, either in cash or in actual or phantom shares of Common Stock, on
                                            outstanding Restricted Stock Units, subject to such terms and conditions as the Administrator
                                            may deem appropriate; provided however, that no Dividend Equivalents shall vest or become
                                            payable until the underlying Restricted Stock Units vest and become payable.



  



    9


     


    








 


		12.	Dividend Equivalent
                                            Awards.



​ 


		a.	The Administrator may
                                            grant Dividend Equivalents to any Eligible Individual based on dividends declared on the
                                            Common Stock, to be credited as of dividend payment dates during the period between the date
                                            an Award is granted to a Participant and the date such Award vests, is distributed or expires,
                                            as determined by the Administrator. Such Dividend Equivalents shall be converted to cash
                                            or additional shares of Common stock by such formula and at such time and subject to such
                                            limitations as may be determined by the Administrator. In addition, Dividend Equivalents
                                            that are based on dividends paid prior to the vesting of an Award shall only vest and be
                                            paid out to the Participant to the extent that the underlying Award vests and is payable.
                                            Dividend Equivalents will not accrue interest.
	 	 	 
		b.	Notwithstanding the foregoing, no Dividend Equivalents shall
                                            be payable with respect to Stock Options or Stock Appreciation Rights.



​ 


		13.	Other Awards.   The
                                            Administrator shall have the authority to specify the terms and provisions of other forms
                                            of equity-based or equity-related Awards not described above which the Administrator determines
                                            to be consistent with the purpose of the Plan and the interests of the Company, which Awards
                                            may provide for cash payments based in whole or in part on the value or future value of Common
                                            Stock, for the acquisition or future acquisition of Common Stock, or any combination thereof.
                                            Other Awards shall also include cash payments under the Plan which may be based on one
                                            or more criteria determined by the Administrator which are unrelated to the value of Common
                                            Stock and which may be granted in tandem with, or independent of, other Awards under the
                                            Plan.



​ 


		14.	Forfeiture and Repayment
                                            Rules.



​ 


		a.	Notwithstanding anything
                                            in the Plan to the contrary, all Awards shall be subject to the Company’s Compensation
                                            Recoupment Policy, the Financial Recoupment Policy of the Company’s Corporate Integrity
                                            Agreement, to the extent applicable, and any other applicable clawback, recoupment or other
                                            similar policy that the Board or Compensation Committee may adopt at any time (each, a “Policy”),
                                            notwithstanding any provision of an employment agreement or other agreement to the contrary.
                                            All Awards shall be subject to potential cancellation, recoupment, rescission, payback or
                                            other action in accordance with the terms of such Policy. To the extent that the terms of
                                            this Plan and such Policy conflict, the terms of such Policy shall prevail.
	 	 	 
		b.	Unless otherwise set forth in the applicable Award Agreement,
                                            by accepting an Award under the Plan, the Participant thereby: (i) agrees to be bound
                                            by the terms and conditions of any confidentiality, nonsolicitation, noncompetition or invention
                                            assignment provisions in the applicable Award Agreement, (ii) acknowledges and agrees
                                            that the Company would have not granted such Award in the absence such terms and conditions,
                                            (iii) represents and warrants that the Participant will remain in full compliance with
                                            such terms and conditions, (iv) agrees to make or cause to be made any payments required
                                            pursuant to a Policy, (v) agrees that the Company may deduct from, and set-off against,
                                            any amounts owed to the Participant by the Company or any Parent or Subsidiary (including,
                                            without limitation, amounts owed as wages, bonuses, severance, or other fringe benefits)
                                            to the extent of the amount owed by the Participant to the Company pursuant to a Policy and
                                            (vi) agrees and consents to the Company’s application, implementation and enforcement
                                            of  (A) any Policy established by the Company that may apply to the Participant
                                            and (B) any provisions of applicable law relating to cancellation, rescission, payback
                                            or recoupment of compensation, and expressly agrees that the Company and the Compensation
                                            Committee or Board may take such actions as are necessary to effectuate any Policy or applicable
                                            law without further consent or action being required by the Participant.
	 	 	 
		c.	An Award Agreement evidencing an Award under the Plan as
                                            to which this Section 14 applies shall provide the applicable Participant with a reasonable
                                            period of time following the date of such Participant’s receipt of such Award Agreement
                                            to refuse acceptance of such Award if the Participant disagrees with any of the terms and
                                            conditions of this Section 14. If a Participant refuses acceptance of an Award, the
                                            Award will be immediately forfeited, the Participant will have no further rights with respect
                                            to such Award, and the shares of Common Stock underlying such Award shall again be available
                                            for grant under the Plan.



  






    10


     


    






 





		15.	Non-transferability.   No Award granted
under the Plan or any rights or interests therein shall be sold, transferred, assigned, pledged or otherwise encumbered or disposed of
except by will or by the laws of descent and distribution or as may otherwise be required by law; provided, however, that the Administrator
may, subject to such terms and conditions as the Administrator shall specify, permit the transfer of an Award to a Participant’s
Family Members or to one or more trusts established in whole or in part for the benefit of the Participant or one or more of the Participant’s
Family Members; provided further, that the restrictions in this sentence shall not apply to the shares received in connection with an
Award after the date that the restrictions on transferability of such shares set forth in the applicable Award Agreement have lapsed.
During the lifetime of a Participant, a Stock Option or Stock Appreciation Right shall be exercisable only by the Participant, and
payments in settlement of Awards shall be payable only to the Participant, or, if applicable, the Family Member or trust to whom such
Stock Option, Stock Appreciation Right or other Award has been transferred in accordance with the preceding sentence. Notwithstanding
the foregoing, a Participant also may, to the extent permitted by the Administrator, designate one or more beneficiaries of the Participant’s
outstanding Awards, and those Awards shall, in accordance with such designation, automatically be transferred to such beneficiary or
beneficiaries upon the Participant’s death while holding those Awards. Such beneficiary or beneficiaries shall take the transferred
Awards subject to all the terms and conditions of the Plan and the applicable Award Agreement(s) evidencing each such transferred Award.



​


		16.	Deferred Compensation



​


		a.	Deferrals Permitted.   The Administrator
may, in its sole discretion, structure one or more Awards (other than Stock Options or Stock Appreciation Rights) so that Participants
may be provided with an election to defer the compensation associated with those Awards for federal income tax purposes. Any such deferral
opportunity shall comply with all applicable requirements of Section 409A of the Code.



​

		b.	Retainer Fee Deferral Program.   The Administrator
may implement a non-employee directors retainer fee deferral program under the Plan so as to allow the non-employee directors the opportunity
to elect to convert the Board and Board committee retainer fees to be earned for a year into Restricted Stock Units that will defer the
issuance of the shares of Common Stock that vest under those Restricted Stock Units until a permissible date or event under Section 409A
of the Code. If such program is implemented, the Administrator shall have the authority to establish such rules and procedures as it
deems appropriate for the filing of such deferral elections and the designation of the permissible distribution events under Section 409A
of the Code.



​


		17.	Recapitalization or Reorganization.



​


		a.	Authority of the Company and Stockholders.   The
existence of the Plan, the Award Agreements and the Awards granted hereunder shall not affect or restrict in any way the right or power
of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change
in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options,
warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect
the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation
of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether
of a similar character or otherwise.



​


		b.	Change in Capitalization.   Notwithstanding
any provision of the Plan or any Award Agreement, in the event of any change in the outstanding Common Stock by reason of a stock dividend,
recapitalization, reorganization, merger, consolidation, stock split, combination or exchange of shares, spin-off transaction or any
other corporate event affecting the Common Stock as a class without the Company’s receipt of consideration, or should the value
of outstanding shares of Common Stock be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or
distribution, the Administrator, shall make such equitable adjustments it considers appropriate (in the form determined by the Administrator
in its sole discretion) to prevent diminution or enlargement of the rights of Participants under the Plan with respect to (i) the
aggregate number, class and/or issuer of securities for which Awards in respect thereof may be granted under the Plan, (ii) the
maximum number, class and/or issuer of securities for which any one person may be granted Awards under the Plan per fiscal year, (iii) the
number, class and/or issuer of securities and the exercise price (or other cash consideration, if any) per share in effect under each
outstanding Award under the Plan, (iv) the number, class and/or issuer of securities subject to the Company’s outstanding
repurchase rights under the Plan and the repurchase price payable per share, and (v) such other adjustments as it deems appropriate.
The Administrator’s determination as to what, if any, adjustments shall be made shall be final and binding on the Company and
all Participants.






​ 



    11


     


    





 


		c.	Limitations.   Notwithstanding the foregoing:
(i) any adjustments made pursuant to Section 17(b) to Awards that are considered “deferred compensation” within
the meaning of Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code; (ii) any
adjustments made pursuant to Section 17(b) to Awards that are not considered “deferred compensation” subject to Section 409A
of the Code shall be made in such manner as to ensure that after such adjustment, the Awards either continue not to be subject to Section 409A
of the Code or comply with the requirements of Section 409A of the Code; and (iii) the Administrator shall not have the authority
to make any adjustments pursuant to Section 17(b) to the extent that the existence of such authority would cause an Award that is
not intended to be subject to Section 409A of the Code to be subject thereto.



​


		18.	Change in Control.



 


		a.	Except as otherwise provided in an Award Agreement and except
for Awards made to non-employee directors, if, within two (2) years following a Change in Control which occurs after the Effective
Date, a Participant’s Service as an employee is involuntarily terminated by the Company (or successor thereto) or a Parent or Subsidiary,
without Cause: (i) all Stock Options or Stock Appreciation Rights of such Participant then outstanding shall become fully exercisable
as of the date of such termination, (ii) all restrictions and conditions on all Stock Awards of such Participant then outstanding
shall lapse as of the date of such termination, (iii) all Restricted Stock Units of such Participant shall become nonforfeitable
as of the date of such termination, and (iv) all Awards that vest based on the attainment of specified Performance Goals of such
Participant shall vest and be payable in accordance with the terms set forth in the Award Agreement.



​


		b.	In addition, in the event of a Change in Control, the Administrator
may, in its sole discretion, make any or all of the following adjustments: (i) by written notice to each holder of an outstanding
Stock Option or Stock Appreciation Right provide that such holder’s Stock Options or Stock Appreciation Rights shall be cancelled
unless exercised within such period as the Administrator shall determine after the date of such notice; (ii) provide for the payment
upon termination or cancellation of a Stock Option or Stock Appreciation Right (whether or not such Stock Option or Stock Appreciation
Right is otherwise exercisable) of an amount in cash, securities and/or other property (or a combination thereof) with an aggregate value
equal to: (A) the excess, if any, of the aggregate Fair Market Value as of the date of such Change in Control of the Common Stock
then subject to the Stock Option or Stock Appreciation Right over the product of the number of shares of Common Stock then subject to
the Stock Option multiplied by the per share exercise price, less (B) an amount equal to the federal, state, local and foreign taxes,
if any, required to be withheld, collected, accounted for or paid as a result of such payment; (iii) provide for the cancellation
of outstanding Stock Awards, Restricted Stock Unit Awards, or other Awards in exchange for payments of cash, securities and/or other
property (or a combination thereof) having an aggregate value equal to the value of such Award, as determined by the Administrator, in
its sole discretion; (iv) substitute other property (including, without limitation, cash or other securities of the Company and
securities of an entity other than the Company); and/or (v) make any other adjustments, or take other reasonable action, as the
Administrator deems appropriate, including accelerating the vesting and exercisability of Awards, provided that no such other action
impairs any rights that a Participant has under the Plan without such Participant’s consent. Without limiting the foregoing, if
the per-share Fair Market Value of the Common Stock does not exceed the per-share exercise price of a Stock Option or Stock Appreciation
Right, the Company shall not be required to make any payment to the Participant upon termination or cancellation of the Stock Option
or Stock Appreciation Right.



​


		19.	Amendment of the Plan; Amendment of Outstanding Awards.   The
Board or Compensation Committee may at any time and from time to time terminate, modify, suspend or amend the Plan in whole or in part;
provided, however, that no such termination, modification, suspension or amendment shall be effective without stockholder approval if
such approval is required to comply with any applicable law or stock exchange rule. Except as otherwise provided in the next sentence
or Section 21(e) below, no termination,  modification, suspension or amendment of the Plan shall, without the consent of a
Participant to whom any Awards shall previously have been granted, adversely affect the Participant’s rights under such Awards.
Furthermore, notwithstanding any provision herein to the contrary, the Board or Compensation Committee shall have broad authority
to amend the Plan or any Award to take into account changes in applicable tax laws (including, without limitation, Section 409A
of the Code), securities laws, accounting rules and other applicable state, federal and foreign laws and/or to amend any Award to ensure
that the Award is in compliance with the limitations, terms and conditions of the Plan.



  






    12


     


    





 


		20.	No Repricing of Stock Options or Stock Appreciation Rights.   Notwithstanding
any provision in the Plan to the contrary, the Administrator shall not (a) implement any cancellation/regrant program pursuant to
which outstanding Stock Options or Stock Appreciation Rights are cancelled and new Stock Options or Stock Appreciation Rights are granted
in replacement with a lower exercise price per share, (b) cancel outstanding Stock Options or Stock Appreciation Rights with exercise
prices per share in excess of the then current Fair Market Value per share of Common Stock for consideration payable in cash, equity
securities of the Company or in the form of any other Award under the Plan, except in connection with a Change in Control transaction,
or (c) except as otherwise provided in Section 17(b), otherwise directly reduce the exercise price in effect for outstanding
Stock Options or Stock Appreciation Rights under the Plan, without in each instance first obtaining stockholder approval.



​


		21.	Miscellaneous.



​


		a.	Tax Withholding.   The Company’s
obligation to deliver shares of Common Stock upon the exercise of any Stock Options or Stock Appreciation Rights or upon the issuance
or vesting of any shares issued under the Plan shall be subject to the satisfaction of all applicable federal, state, local and foreign
taxes and other amounts required to be withheld, collected or accounted for. The Company shall, to the extent permitted by law, have
the right to deduct any such taxes or other amounts from any payment of any kind otherwise due to the Participant. The Administrator
may, in its sole discretion and subject to such terms as the Administrator may approve, withhold (or allow the holder of an Award to
elect to have the Company withhold) shares of Common Stock otherwise issuable under an Award in satisfaction of all or a portion of such
taxes or amounts with respect to any taxable event relating to such Award. Unless otherwise determined by the Administrator, the number
of shares of Common Stock that may be withheld pursuant to this Section 21 shall be limited to the number of shares that have a
Fair Market Value on the date of withholding not exceeding the aggregate amount of such taxes or amounts, as determined based on the
minimum statutory withholding rates.
	 	 	 






		b.	No Right to Grants or Employment or Service.   No
Eligible Individual or Participant shall have any claim or right to receive grants of Awards under the Plan. Nothing in the Plan
or in any Award or Award Agreement shall confer upon any employee or service provider of the Company (or any Parent or Subsidiary) any
right to continued Service with the Company (or any Parent or Subsidiary) or interfere in any way with the right of the Company (or a
Parent or Subsidiary) to terminate the Service of any of its employees or service providers at any time, with or without cause.
	 	 	 






		c.	Unfunded Plan.   The Plan is intended
to constitute an unfunded plan for incentive compensation. Nothing contained herein shall give any Participant any rights that
are greater than those of a general creditor of the Company. In its sole discretion, the Administrator may authorize the creation
of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or payments in lieu thereof with
respect to awards hereunder.
	 	 	 






		d.	Other Employee Benefit Plans.   Payments
received by a Participant under any Award made pursuant to the provisions of the Plan shall not be included in, and shall not affect
the determination of benefits under any other employee benefit plan or similar arrangement provided by the Company (or any Parent or
Subsidiary).
	 	 	 






		e.	Section 409A.   Unless otherwise
expressly provided for in an Award Agreement, the Plan and Award Agreements will be interpreted to the greatest extent possible in a
manner that makes the Plan and the Awards granted hereunder exempt from Section 409A of the Code, and, to the extent not so exempt,
in compliance with Section 409A of the Code. If an Award is subject to Section 409A of the Code, (i) distributions shall
only be made in a manner and upon an event permitted under Section 409A of the Code, (ii) payments to be made upon a termination
of employment or service shall only be made upon a “separation from service” under Section 409A of the Code, (iii) payments
to be made upon a Change in Control shall only be made upon a “change of control event” under Section 409A of the Code,
(iv) unless the Award specifies otherwise, each payment shall be treated as a separate payment for purposes of Section 409A
of the Code, and (v) in no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution
is made except in accordance with Section 409A of the Code. If any Award is subject to Section 409A of the Code and payment
is subject to the execution of a release of claims in favor of the Company (or any Parent or Subsidiary), in no event shall the timing
of a Participant’s execution of the release result in the Participant designating, directly or indirectly, the calendar year of
payment, and if such a payment that is subject to execution of the release could be made in more than one taxable year, payment shall
be made in the later taxable year. Any Award granted under the Plan that is subject to Section 409A of the Code and that is to be
distributed to a key employee (as defined below) upon separation from service shall be administered so that any distribution with respect
to such Award shall be postponed for six (6) months following the date of the Participant’s separation from service, if required
by Section 409A of the Code. If a distribution is delayed pursuant to Section 409A of the Code, the distribution shall be paid
within thirty (30) days after the end of the six (6)-month period. If the Participant dies during such six (6)-month period, any postponed
amounts shall be paid within sixty (60) days of the Participant’s death. The determination of key employees, including the number
and identity of persons considered key employees and the identification date, shall be made by the Administrator or its delegate each
year in accordance with Section 416(i) of the Code and the “specified employee” requirements of Section 409A of
the Code. The Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt policies and procedures
(including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines
are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment
of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code.



 






    13


     


    





 


		f.	Securities and Other Law Restrictions.   The
Administrator may require each Eligible Individual purchasing or acquiring shares of Common Stock pursuant to an Award under the Plan
to represent to and agree with the Company in writing that such Eligible Individual is acquiring the shares for investment and not with
a view to the distribution thereof. All certificates for shares of Common Stock delivered under the Plan shall be subject to such
stock transfer orders and other restrictions as the Administrator may deem advisable under the rules, regulations, and other requirements
of the Securities and Exchange Commission, the New York Stock Exchange or any other exchange upon which the Common Stock is then listed,
and any applicable federal, state or foreign securities or other law, and the Administrator may cause a legend or legends to be put on
any such certificates to make appropriate reference to such restrictions. No shares of Common Stock shall be issued hereunder
unless the Company shall have determined that such issuance is in compliance with, or pursuant to an exemption from, all applicable federal,
state and foreign securities and other laws.



​


		g.	Compliance with Rule 16b-3.



​


		i.	The Plan is intended to comply with Rule 16b-3 under the
Exchange Act or its successors under the Exchange Act and the Administrator shall interpret and administer the provisions of the Plan
or any Award Agreement in a manner consistent therewith. To the extent any provision of the Plan or Award Agreement or any action
by the Administrator fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the
Administrator. Moreover, in the event the Plan or an Award Agreement does not include a provision required by Rule 16b-3
to be stated therein, such provision (other than one relating to eligibility requirements, or the price and amount of Awards) shall be
deemed automatically to be incorporated by reference into the Plan or such Award Agreement insofar as Participants subject to Section 16
of the Exchange Act are concerned.



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		ii.	Notwithstanding anything contained in the Plan or any Award
Agreement to the contrary, if the consummation of any transaction under the Plan would result in the possible imposition of liability
on a Participant pursuant to Section 16(b) of the Exchange Act, the Administrator shall have the right, in its sole discretion,
but shall not be obligated, to defer such transaction to the extent necessary to avoid such liability.



​


		a.	Award Agreement.   In the event of any
conflict or inconsistency between the Plan and any Award Agreement, the Plan shall govern, and the Award Agreement shall be interpreted
to minimize or eliminate any such conflict or inconsistency.



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		b.	Invalid Provisions.   In the event that
any provision of this Plan is found to be invalid, unenforceable or otherwise inconsistent with any applicable law (including, without
limitation Section 409A of the Code), such invalidity, unenforceability or inconsistency will not be construed as rendering any
other provisions contained herein as invalid, unenforceable or inconsistent, and all such other provisions will be given full force and
effect to the same extent as though the invalid, unenforceable or inconsistent provision was not contained herein.



​


		c.	Headings.   Section headings are for reference
only. In the event of a conflict between a title and the content of a Section, the content of the Section shall control.



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		d.	Expenses.   The costs and expenses of
administering the Plan shall be borne by the Company.



​


		e.	Applicable Law.   The validity, construction,
interpretation and effect of the Plan and Award Agreements issued under the Plan shall exclusively be governed by and determined in accordance
with the law of the State of Delaware, without giving effect to the conflicts of laws principles thereof.



 





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